4//SEC Filing
PERRY DAVID P 4
Accession 0000899243-21-042250
CIK 0001832415other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 8:55 PM ET
Size
30.3 KB
Accession
0000899243-21-042250
Insider Transaction Report
Form 4
PERRY DAVID P
DirectorSee Remarks10% Owner
Transactions
- Purchase
Common Stock
2021-05-14$9.93/sh+3,060$30,386→ 15,536 total - Award
Common Stock
2021-10-28$10.00/sh+100,000$1,000,000→ 10,830,037 total(indirect: By Trust) - Purchase
Common Stock
2021-05-26$9.95/sh+20,000$199,000→ 51,536 total - Award
Common Stock
2021-10-28+10,164,015→ 10,215,551 total(indirect: By Trust) - Award
Common Stock
2021-10-28+21,336→ 10,530,037 total(indirect: By Trust) - Purchase
Common Stock
2021-05-04$9.93/sh+3,476$34,517→ 5,476 total - Purchase
Common Stock
2021-05-21$9.95/sh+8,000$79,600→ 23,536 total - Purchase
Common Stock
2021-10-28$10.00/sh+200,000$2,000,000→ 10,730,037 total(indirect: By Trust) - Award
Stock Option (Right to Buy)
2021-10-28+28,300→ 28,300 totalExercise: $10.97Exp: 2031-10-27→ Common Stock (28,300 underlying) - Purchase
Common Stock
2021-04-30$9.95/sh+2,000$19,900→ 2,000 total - Purchase
Common Stock
2021-05-13$9.93/sh+7,000$69,510→ 12,476 total - Purchase
Common Stock
2021-05-24$9.94/sh+8,000$79,520→ 31,536 total - Award
Common Stock
2021-10-28+293,150→ 10,508,701 total(indirect: By Spouse)
David P. Perry 2015 Trust
10% Owner
Transactions
- Award
Common Stock
2021-10-28+10,164,015→ 10,215,551 total(indirect: By Trust) - Purchase
Common Stock
2021-05-13$9.93/sh+7,000$69,510→ 12,476 total - Purchase
Common Stock
2021-05-24$9.94/sh+8,000$79,520→ 31,536 total - Award
Common Stock
2021-10-28+21,336→ 10,530,037 total(indirect: By Trust) - Purchase
Common Stock
2021-04-30$9.95/sh+2,000$19,900→ 2,000 total - Purchase
Common Stock
2021-05-21$9.95/sh+8,000$79,600→ 23,536 total - Award
Stock Option (Right to Buy)
2021-10-28+28,300→ 28,300 totalExercise: $10.97Exp: 2031-10-27→ Common Stock (28,300 underlying) - Award
Common Stock
2021-10-28+293,150→ 10,508,701 total(indirect: By Spouse) - Award
Common Stock
2021-10-28$10.00/sh+100,000$1,000,000→ 10,830,037 total(indirect: By Trust) - Purchase
Common Stock
2021-05-14$9.93/sh+3,060$30,386→ 15,536 total - Purchase
Common Stock
2021-05-26$9.95/sh+20,000$199,000→ 51,536 total - Purchase
Common Stock
2021-10-28$10.00/sh+200,000$2,000,000→ 10,730,037 total(indirect: By Trust) - Purchase
Common Stock
2021-05-04$9.93/sh+3,476$34,517→ 5,476 total
Footnotes (9)
- [F1]This transaction occurred prior to the Business Combination (as defined below), and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on David P. Perry's Form 3.
- [F2]These shares are owned directly by the David P. Perry 2015 Trust (the "Perry Trust"), a ten percent owner of Issuer, and indirectly by Mr. Perry as trustee of the Perry Trust. Mr. Perry is an officer, director and ten percent owner of Issuer.
- [F3]Pursuant to the Agreement and Plan of Merger, dated April 6, 2021, as amended (the "Merger Agreement"), by and among Mountain Crest Acquisition Corp. II ("Issuer"), MCAD Merger Sub Inc. ("Merger Sub") and Better Therapeutics, Inc. ("BTX"), on October 28, 2021, Merger Sub merged with and into BTX, with BTX surviving the merger as a wholly-owned subsidiary of Issuer (such merger and the other transactions contemplated by the Merger Agreement, the "Business Combination").
- [F4]At the effective time of the Business Combination (the "Effective Time"), each share of BTX common stock (including shares of BTX common stock resulting from the conversion of BTX preferred stock and BTX Simple Agreements for Future Equity) was converted into a right to receive the number of shares of Issuer common stock equal to the product of the number of shares of BTX common stock and 0.9475 (the "Exchange Ratio"), with fractional shares rounded to the nearest whole share. Issuer subsequently changed its name to Better Therapeutics, Inc.
- [F5]These shares are owned directly by Mr. Perry's spouse, Georgianna Maule-Ffinch.
- [F6]These shares are owned directly by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (the "Pensus Limited Trust") for the benefit of Georgianna Maule-Ffinch.
- [F7]These shares were acquired pursuant to a stock purchase agreement by and between Issuer, Mountain Crest Capital LLC and the Perry Trust, whereby Mountain Crest Capital LLC transferred such shares to the Perry Trust at the Effective Time.
- [F8]On April 6, 2021, Issuer entered into subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of Issuer common stock for $10.00 per share in connection with, and conditioned upon, the substantially concurrent consummation of certain transactions, including the Business Combination. As one of the PIPE Investors, on April 6, 2021, the Perry Trust acquired 100,000 shares of Issuer common stock for $10.00 per share.
- [F9]Following the Issuer's filing of Form S-8 to register the shares subject to the stock option, the stock option vests as to 1/3 of the shares subject to the stock option on October 28, 2022 and the remaining shares vest in 24 equal monthly installments thereafter, provided Mr. Perry continues to have a service relationship with Issuer on each vesting date. The stock option was granted on October 28, 2021.
Documents
Issuer
Better Therapeutics, Inc.
CIK 0001832415
Entity typeother
Related Parties
1- filerCIK 0001105941
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 8:55 PM ET
- Size
- 30.3 KB